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UNITED STATES BANKRUPTCY COURT FOR THE

EASTERN DISTRICT OF PENNSYLVANIA
____________________________________
IN RE: :
: CHAPTER 11
GERMANTOWN SETTLEMENT, :
: BANKRUPTCY NO. 10-12615 (SR)
DEBTOR. :
____________________________________:

PLAN OF REORGANIZATION
PROPOSED BY GERMANTOWN SETTLMENT,
DEBTOR-IN-POSSESSION

Dated: September 15, 2010

CIARDI CIARDI & ASTIN

Albert A. Ciardi, III, Esquire
Thomas D. Bielli, Esquire
Joseph V. Bongiorno, Esquire
One Commerce Square
2005 Market Street, Suite 1930
Philadelphia, PA 19103
(T) (215) 557-3550
(F) (215) 557-3551
aciardi@ciardilaw.com
tbielli@ciardilaw.com
jbongiorno@ciardilaw.com
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GERMANTOWN SETTLMENT Debtor-in-Possession, (the "Debtor") hereby proposes the

following Plan of Reorganization (the "Plan") under Chapter 11 of the United States Bankruptcy
Code, 11 U.S.C. Section 101, et seq.

ARTICLE I
Definitions

For the purposes of this Plan, the following terms shall have the respective meanings
hereinafter set forth, such meanings to be equally applicable to the singular and plural forms of the
terms defined except as the context otherwise requires. Any term defined in the Bankruptcy Code
and not otherwise defined herein shall have the meaning specified in the Bankruptcy Code unless the
context otherwise requires.

1.1. "ACCOUNTS RECEIVABLE" means any account as that term is defined

in Section 9106 of the Pennsylvania Uniform Commercial Code, 13 P.S. Section 1101, et seq. (the
"PA U.C.C."), and includes any right of the Debtor to payment for goods sold or leased or for
services rendered which is not evidenced by an instrument or chattel paper (as those terms are
defined in the PA U.C.C.), whether or not it has been earned by performance.

1.2. "ADMINISTRATIVE CLAIM" means a Claim incurred by the Debtor on

or after the Petition Date and before the Effective Date for a cost or expense of administration of the
Chapter 11 case allowable under Section 503(b) of the Bankruptcy Code and entitled to priority
under Section 507(a)(1) of the Bankruptcy Code.

1.3 "ADMINISTRATIVE CLAIMANT" means the holder of an Administrative

Claim.

1.4 "ALLOWANCE DATE" means the date a Claim or Interest becomes an

Allowed Claim or Allowed Interest, respectively.

1.5 "ALLOWED" The use of the term "Allowed" with reference to a Claim or
Interest (e.g., "Allowed Unsecured Claim") shall mean one which (a) is listed in the bankruptcy
schedules or list of equity security holders (including any amendments thereto) filed in this case as
of the confirmation date and (i) not listed therein as disputed, contingent or unliquidated or (ii) not
objected to by the Debtor; (b) is set forth in a Proof of Claim or Interest properly filed in this case on
or before the date fixed by the Bankruptcy Court (or by applicable rule or statutes as the last day for
filing such proof, and as to which no objection is filed; or (c) is determined to be allowed in a Final
Order.

1.6 "ALLOWED CLAIM" means (a) a Claim that has been allowed by a Final
Order; (b) a Claim which is specified herein to be an Allowed Claim; or (c) a Claim timely filed with
the Office of the Clerk of the Court or scheduled by the Debtor in its Schedules as neither
unliquidated, disputed or contingent and as to which Claim (i) no objection with respect to the
allowance thereof has been or shall be interposed within the period of time fixed by the Bankruptcy
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Code, the Bankruptcy Rules or orders of the Court, or (ii) as to which Claim either an objection to
the Claim or an application to amend the Schedules with respect to a scheduled Claim has been
interposed, which objection or application has been resolved by a Final Order to the extent such
objection or application is determined in favor of the holder of such Claim. Unless otherwise
specified, "Allowed Claim" shall not include interest on the principal amount of such Claim accruing
from or after the Petition Date.

1.7 "ALLOWED INTEREST" shall mean an Interest (a) in respect to which a

proof of interest has been filed with the Court within the applicable period of limitation fixed by
Rule 3003 or (b) scheduled in the list of equity security holders prepared and filed with the Court
pursuant to Rule 1007(b), in either case as to which no objection to the allowance thereof has been
interposed within any applicable period of limitation fixed by Rule 3003 or an Order of the Court, or
as to which any such objection has been determined by an order or judgment which is not longer
subject to appeal or certiorari proceeding and as to which no appeal or certiorari proceeding and as
to which no appeal or certiorari proceeding pending.

1.8 "ASSETS" means all of the Debtor's property, real and personal, tangible
and intangible, including without limitation Accounts Receivable, goods, chattel paper, documents,
instruments, money, fixtures, contract rights, Causes of Action, claims and rights of any kind,
wherever situated, together with the proceeds thereof.

1.9 "BANKRUPTCY CODE" means Title 11 of the United States Code, as

amended from time to time, applicable to this case as of the Petition Date.

1.10 "BANKRUPTCY COURT" or "COURT" means the United States

Bankruptcy Court for the Eastern District of Pennsylvania.

1.11 "BANKRUPTCY RULES" means the Federal Rules of Bankruptcy

Procedure, as amended from time to time promulgated by the Supreme Court of the United States.

1.12 "BAR DATE" means the last date fixed by Order of the Court for the filing
of proofs of claim.

1.13 "BUSINESS DAY" means any day except a Saturday, Sunday, or other day
on which commercial banks located in Philadelphia, are authorized by law to close.

1.14 "CASE" means the reorganization case of the Debtor under Chapter 11 of the
Bankruptcy Code presently captioned “In re Germantown Settlement, Case No. 10-12615”.

1.15 "CAUSES OF ACTION" means all claims and causes of action now owned
or hereafter acquired by the Debtor, whether arising under the Code or other federal or state law,
including, without limitation, any causes of action arising under Sections 544, 547, 548, 550, 551,
553 or other sections of the Code.

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1.16 "CLAIM" means a claim against the Debtor within the meaning of Section
101(5) of the Bankruptcy Code and is intended to include, without limitation, any claim, suit,
demand, note, liability, setoff, recoupment or charge, and any claim for reimbursement, contribution,
indemnity or exoneration.

1.17 "CLAIMANT" A person or entity holding a Claim or Interest (including,

his, her or its successors, assigns, heirs, executors, or personal representatives).

1.18 "CLASS" means a group of Claims, consisting of Claims which are

substantially similar to each other, as classified pursuant to this Plan.

1.19 "CONFIRMATION DATE" means the date on which the Confirmation

Order confirming the Plan at or after a hearing convened pursuant to Section 1129 of the
Bankruptcy Code becomes a Final Order.

1.20 "CONFIRMATION HEARING" means the hearing at which the Court

considers confirmation of this Plan.

1.21 "CONFIRMATION ORDER" means the Order of the Court confirming the
Plan pursuant to Section 1129 of the Bankruptcy Code.

1.22 "CONTESTED CLAIM" means any Claim as to which the Debtor or any
other party in interest has interposed an objection, in accordance with the Bankruptcy Code and
Bankruptcy Rules, which objection has not been determined by a final order or a claim which is
scheduled as contingent or disputed.

1.23 "CREDITOR" means the holder of a Claim against the Debtor.

1.24 "DEBTOR" means Germantown Settlement, a/k/a Germantown Community

Center. .

1.25 "DEFICIENCY CLAIM" means, with reference to a Creditor having an

Allowed Secured Claim, that portion of the Creditor's Allowed Claim that is not an Allowed Secured
Claim only because (a) the monetary benefit derived from the exercise of any available right of
setoff and the application to the Claim of the net proceeds available from disposition of Assets
securing the Creditor's Allowed Claim is insufficient to permit payment in full of the Allowed
Claim, or (b) a Final Order entered in a proceeding to determine the extent of the Secured Claim
provides that part of the Creditor's Allowed Claim is not an Allowed Secured Claim based on a
valuation of the Creditor's interest in the Debtor's interest in the Assets securing the Claim.

1.26 "DISBURSING AGENT” has the meaning given to such term in Section
5.4 hereof.

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1.27 "DISPUTED CLAIM" means any Claim which is scheduled as disputed,

contingent or unliquidated, or which is objected to in whole or in part before the Effective Date.

1.28 "DISTRIBUTION" means any payment by the Debtor to a Creditor on

account of a Claim.

1.29 "EFFECTIVE DATE" means the thirty days after the Confirmation Order
becomes a Final Order. However, at the option of the Debtor, a Confirmation Order subject to a
pending appeal or certiorari proceeding may be considered a Final Order provided no order has been
entered by any court of competent jurisdiction staying the effect of the Confirmation Order.

1.30 "FEE CLAIM" means a claim under section 330 or 503 of the Bankruptcy
Code for allowance of compensation and reimbursement of expenses in this Chapter 11 case.

1.31 "FINAL ORDER" means (a) a judgment, order or other decree issued and
entered by the Court, which judgment, order or other decree (i) has not been reversed or stayed and
as to which the time to appeal has expired and as to which no appeal or petition for review, rehearing
or certiorari is pending or (ii) with respect to which any appeal has been finally decided and no
further appeal or petition for certiorari can be taken or granted; and (b) a stipulation or other
agreement entered into which has the effect of any such judgment, order or other decree described in
clause (a) above.

1.32 "IMPAIRED CLASS" means any Class of Claims which is impaired within
the meaning of Section 1124 of the Bankruptcy Code.

1.33 "INSIDER" means any "insider" as that term is defined in Paragraphs (B),
(E) or (F) of Section 101(31) of the Bankruptcy Code.

1.34 "LIEN" means, with respect to any of the Assets of the Debtor, any
mortgage, lien, pledge, charge, security interest, or other security device (including a lease which is
not a true lease) or encumbrance of any kind affecting such Asset.

1.35 "PERSON" means a person within the meaning of Section 101(41) of the
Bankruptcy Code.

1.36 "PETITION DATE" April 1, 2010, the date upon which the Debtor filed its
petition.
1.37 "PETITION" means the Petition for Relief, filed by the Debtor with the
Court pursuant to Chapter 11 of the Bankruptcy Code commencing this proceeding.

1.38 "PLAN" means this Plan of Reorganization, as it may be further amended,

modified or supplemented from time to time, and any exhibits and schedules thereto.

1.39 "PLAN PROPONENT" means the Debtor.

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1.40 "PRIORITY NON-TAX CLAIM" shall mean a Claim or a portion of a

Claim for which priority is asserted under Section 507(a)(3), (4), (5), (6) or (7) of the Bankruptcy
Code.

1.41 "PRIORITY TAX CLAIM" shall mean a Claim or a portion of a Claim for
which priority is asserted under Section 507(a)(8) of the Bankruptcy Code.

1.42 "PRO RATA" means with respect to any distribution to the holder of an
Allowed Claim of a particular Class of the Plan on a particular date, the same proportion that the
amount of such Allowed Claim bears the aggregate amount of all Claims of such Class, including
Contested Claims.

1.43 "PROPONENT" means the Debtor.

1.44 "REJECTION CLAIM" means any claim for amounts due as a result of the
rejection of any executory contract or lease which is rejected by the Debtor by Final Order.

1.45 "REORGANIZED DEBTOR" means Germanton Settlement as reorganized

and existing on the Effective Date.

1.46 "SCHEDULES" means the schedules of assets and liabilities heretofore

filed by the Debtor with the Office of the Clerk of the Court pursuant to Bankruptcy Rule 1007, as
they may be amended from time to time.

1.47 "SECURED CLAIM" shall mean a Claim that is (a) secured by a valid,
perfected and enforceable Lien on Assets of the Debtor, to the extent of the value of the interest of
the holder of such Secured Claim in such Assets; or (b) a claim which is specified herein as an
Allowed Secured Claim, to the extent of the value of the interest of the holder of such secured claim
in such assets.

1.48 "UNIMPAIRED CLASS" means any Class of Claims which is not impaired
within the meaning of Section 1124 of the Bankruptcy Code.

1.49 "UNSECURED CLAIM" means any Claim, whether or not disputed,

liquidated or contingent, including a Rejection claim or a deficiency Claim arising out of any default
of the Debtor under a contract entered into by the Debtor prior to the Petition Date, other than an
Administrative Claim, Priority Non-Tax Claim, Priority Tax Claim or Secured Claim.

ARTICLE II
Classification of Claims

For the purpose of this Plan, Claims are divided into the following classes. A Proof
of Claim asserting a claim which is properly included in more than one class is included in each such
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class to the extent that it qualifies within the description of such class.

Class 1. Secured Claims. Class 1 is nonimpaired. The treatment and

consideration to be received by holders of Class 1 Allowed Claims shall be deemed to be in full
settlement, satisfaction, release and discharge of their respective Claims and Liens. These include
the claims made by the City of Philadelphia Redevelopment Authority and Nova Bank.

Class 2. Unsecured Priority Claims Class 2 consists of the unsecured

claims of the City of Philadelphia, the Commonwealth of Pennsylvania and the Internal Revenue
Service. Class 2 is impaired.

Class 3. General Unsecured Claims Class 3 is impaired. Any present or

future claims that arise before consummation of this Plan, or arise under Section 8.2 of this Plan,
will receive a pro rate distribution from available funds, but under no circumstances, will classes 1
and 2 will receive less than the amounts anticipated to be paid under this Plan.

ARTICLE III
Treatment of Classes of Claim

3.1 Class 1. Secured Claims. Class 1 is nonimpaired. The treatment and

consideration to be received by holders of Class 1 Allowed Claims shall be deemed to be in full
settlement, satisfaction, release and discharge of their respective Claims and Liens. These include
the claims made by the City of Philadelphia Redevelopment Authority and Nova Bank. It is planed
that a private mortgage obtained for an outside source will be obtained and used to completely
satisfy all existing Class 1 claims.

3.2 Class 2. Unsecured Priority Claims Class 2 consists of the

unsecured claims of the City of Philadelphia, the Commonwealth of Pennsylvania and the Internal
Revenue Service. Class 2 is impaired. It is anticipated that Class 2 claims will receive $200,000.00
over the life of the Plan

3.3 Class 3. General Unsecured Claims Class 3 is impaired. Any present

or future claims that arise before consummation of this Plan, or arise under Section 8.2 of this Plan,
will receive a pro rate distribution from available funds, but under no circumstances, will classes 1
and 2 will receive less than the amounts anticipated to be paid under this Plan. Currently, Debtor
has listed $2,727,101.80 in General Unsecured Claims in its Schedule “F.”

ARTICLE IV
TREATMENT OF UNCLASSIFIED CLAIMS

4.1 Administrative Claims. All Administrative Claims shall be treated as

follows:
a. Time for Filing Administrative Claims. The holder of an
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Administrative Claim, other than (i) a Fee Claim or (ii) a liability incurred and paid in the ordinary
course of business by the Debtor, must file with the Bankruptcy Court and serve on the Debtor and
its counsel, notice of such Administrative Claim within (30) days after the Confirmation Date. Such
notice must include at minimum (i) the name of the holder of the claim, (ii) the amount of the claim
and (iii) the basis of the claim. Failure to file this notice timely and properly shall result in the
Administrative Claim being forever barred and discharged.

b. Time for Filing Fee Claims. Each professional person who holds or
asserts an Administrative Claim that is a Fee Claim incurred before the Effective Date shall be
required to file with the Bankruptcy Court a fee application within sixty (60) days after the Effective
Date. Failure to file the fee application timely shall result in the fee claim being forever barred and
discharged.

c. Allowance of Administrative Claims. An Administrative Claim with

respect to which notice has been properly filed pursuant to Section 4.1(a) of this Plan shall become
an Allowed Administrative Claim if no objection is filed within thirty (30) days of the filing and
service of notice of such Administrative Claim. If an objection is filed within such (30) day period,
the Administrative Claim shall become an Allowed Administrative Claim only to the extent allowed
by Final Order. An Administrative Claim that is a Fee Claim, and with respect to its fee application
has been properly filed pursuant to Section 4.1(b) of the Plan, shall become an Allowed
Administrative Claim only to the extent allowed by Final Order.

d. Professional Fees Incurred After the Effective Date. Any

professional fees incurred by the Debtor after the Effective Date must be approved by the Debtor
and, thereafter, paid. Any dispute which may arise with regard to professional fees after the
Effective Date shall be submitted to the Bankruptcy Court, which shall retain jurisdiction to
settle these types of disputes.

4.2 Treatment of Priority Tax Claims. Each holder of an Allowed Priority Tax
Claim shall receive, at the sole option of the Debtor (i) the amount of such holder's Allowed Claim
on the Effective Date; (ii) the amount of such holder's Allowed Claim, plus interest accrued at the
applicable statutory rate, in equal monthly cash payments in accordance with the provisions of
Subsection 1129(a)(9)(c) of the Bankruptcy Code commencing on the Effective Date or (iii) such
other treatment as may be agreed upon in writing by the Debtor and such Creditor.

ARTICLE V
Provisions For Execution of The Plan

5.1 Possession of Assets. The Reorganized Debtor shall continue in possession of

all its property and assets after the Effective Date.

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5.2 Execution of Documents. Prior to the Effective Date, the Debtor is

authorized and directed to execute and deliver all documents and to take and to cause to be taken all
action necessary or appropriate to execute and implement the provisions of this Plan.

5.3 Alterations, Amendments or Modifications. This Plan may be altered,

amended, or modified by the Proponent before or after the Confirmation Date, as provided in
Section 1127 of the Code.

5.4 Disbursing Agent. Emanuel V. Freeman shall be the Disbursing Agent

herein ("Disbursing Agent) for purposes of this Plan.

5.5 Final Decree. After final distributions are made, the Disbursing Agent shall
file a Motion to close the case and request that a final decree be issued. Debtor shall file all interim
and final plan implementation reports and pay any fees to the Office of the U.S. Trustee.

5.6 Corporate Charter. The Debtor's corporate charter will be amended after the
Effective Date to any extent necessary to permit the Debtor to implement the terms of this Plan.

5.7 Retention and Enforcement of Claims. Pursuant to Section 1123(b)(3)(B)

of the Bankruptcy Code, the Reorganized Debtor shall retain and may enforce any and all claims of
the Debtor on behalf of, and as a representative of, the Debtor or its estate, including, without
limitation, all claims arising or assertable at any time under the Bankruptcy Code, including under
Sections 510, 542, 543, 544, 545, 547, 548, 549, 550, 552 and 553 thereof. The Debtor has not
completed a preference analysis but believes there will be no preference claims as there were no
payments made to unsecured creditors within the statutory period as defined under 11 U.S.C. Section
547.

5.8 Plan Funding In order to fund the Plan, Debtor will forge several
partnerships with related entities, private developers and area based organizations. Debtor will also
leverage significant funding in support of its project development agenda and to support the ongoing
operations of Debtor as a viable nonprofit service provider. More specifically, it is anticipated that
debtor will generate approximately 3.6 Million dollars over the five year life of this Plan. For a
more detailed synopsis of Debtor’s anticipated income, please see Germantown Settlement’s
Organizational Development Budget attached hereto as Exhibit “A.”

ARTICLE VI
Additional Provisions Applicable To All Classes

6.1 The payments, distributions and other treatments provided in respect of each
Allowed Claim and Allowed Interest in the Plan shall be in full settlement and complete satisfaction
discharge and release of such Allowed Claim and Allowed Interest.

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6.2 Notwithstanding any of the provisions of the Plan specifying a date or time for
the payment or distribution of consideration hereunder, payments and distributions in respect of any
Claim or Interest which at such date or time are disputed, unliquidated or contingent shall not be
made until such Claim or Interest becomes an Allowed Claim or an Allowed Interest, whereupon
such payment and distribution shall be made promptly pursuant to and in accordance with this Plan.

ARTICLE VII
Provisions Governing Distributions
and General Provisions

7.1 Distributions pursuant to this Plan shall be made by the Disbursing Agent as
provided herein and shall be made, unless otherwise provided herein, on the Effective Date, or as
soon as practicable thereafter or as may be otherwise ordered by the Court.

a. Delivery of Distributions. Distributions and deliveries to holders of

Allowed Claims, will be made at the addresses set forth on the proofs of claim filed by the holders
(or at the last known address). If any holder's distribution is returned as undeliverable, no further
distributions to the holder will be made unless and until the Debtor is notified of the holder's then
current address, at which time all missed distribution will be made to the holder without interest. All
claims for undeliverable distributions must be made to the Disbursing Agent within ninety (90) days
after the respective distribution was made. After that date, all unclaimed property will become
property of the Reorganized Debtor, and the Claim of any holder with respect to such property will
be discharged and forever barred.

b. Means of Cash Payment. Cash payments made pursuant to the Plan

will be in United States funds, by check drawn on a domestic bank or by wire transfer from a
domestic bank. All cash distributions will be made by the Disbursing Agent.

c. Time Bar to Cash Payments. Checks issued by the Disbursing Agent

in respect of Allowed Claims will be null and void if not cashed within 90 days of the date of their
issuance. Requests for reissuance of any check shall be made to the Disbursing Agent by the holder
of the Allowed Claim with respect to which the check originally was issued. Any claim in respect of
such a voided check must be made on or before ninety (90) days after the date of issuance of the
check. After the date, all claims in respect of void checks will be discharged and forever barred and
the cash, including interest earned shall be revested in the Reorganized Debtor.

d. Setoffs. The Debtor may, but will not be required to, set off against
any Claim and the payments to be made pursuant to the Plan in respect of the Claim, any claims of
any nature whatsoever the Debtor may have against the claimant, but neither the failure to do so nor
the allowance of any Claim hereunder will constitute a waiver of release by the Debtor of any such
claim the Debtor may have against such claimant.

e. De Minimis Distributions. No cash payment of less than twenty-five

dollars ($25.00) will be made by the Disbursing Agent to any creditor unless a request is made in
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writing to Debtor to make such a payment.

f. Saturday, Sunday or Legal Holiday. If any payment or act under the

Plan is required to be made or performed on a date that is not a Business Day, then the making of
such payment or the performance of such act may be completed on the next succeeding Business
Day, but will be deemed to have been completed as of the required date.

7.2 Notices. Any notice described in or required by the terms of this Plan or the
Code and Rules shall be deemed to have been properly given when actually received, or if mailed,
five (5) days after the date of mailing as such may have been sent by certified mail, return receipt
requested, and if sent to:

(a) If to the Reorganized Debtor, addressed to:

Germantown Settlement
5538 Wayne Avenue
Philadelphia, PA 19144

(b) With copies to Counsel:

Albert A. Ciardi, III, Esquire
Thomas D. Bielli, Esquire
Joseph V. Bongiorno, Esquire
One Commerce Square, Suite 2020
2005 Market Street
Philadelphia, PA 19103

7.3 Default. No default shall be declared under this Plan unless any payment due
under this Plan shall not have been made within 30 days after written notice to the Reorganized
Debtor and counsel for the Debtor of failure to make payment when due under the

ARTICLE VIII
Executory Contracts

8.1 Rejection. All executory contracts and unexpired leases that are not assumed
as of the Confirmation Hearing or rejected during this case shall be deemed rejected pursuant to
Section 365 of the Bankruptcy Code as of the Confirmation Hearing.
8.2 Damages. Any Claim for damages arising by reason of the rejection of any
executory contract or unexpired lease will constitute a Rejection Claim, if, but only if, a proof of
claim therefore shall be filed with the Clerk of the Court within thirty days after the date of rejection.
If a Rejection Claim becomes an Allowed claim then it shall constitute a general unsecured claim
under Class 5.

ARTICLE IX
Cramdown Provisions and Confirmation Request

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9.1 In the event that sufficient votes to confirm said Plan are not received, the
Debtor requests confirmation of the Plan pursuant to the provision of Section 1129(b) of the
Bankruptcy Code.

ARTICLE X
Modification of the Plan

10.1 Pre-Confirmation Modification. At any time before the Confirmation Date,

the Plan may be modified by the Proponent upon approval of the Bankruptcy Court, provided that
the Plan, as modified, does not fail to meet the requirements of Section 1122 and 1123 of the
Bankruptcy Code. In the event that there is a modification of the Plan, then the Plan as modified,
shall become the Plan.

10.2 Pre-consummation Modification. At any time after the Confirmation Date

of the Plan, but before substantial consummation of the Plan, the Plan may be modified by the
Proponent upon approval of the Bankruptcy Court, provided that the Plan, as modified, does not fail
to meet the requirements of Section 1122 and 1123 of the Bankruptcy Code. The Plan, as modified
under this section, becomes a Plan only if the Court, after notice and hearing, confirms such Plan, as
modified, under Section 1129 of the Bankruptcy Code.

10.3 Non-Material Modifications. At any time, the Proponent may, without the
approval of the Court, so long as it does not materially or adversely effect the interest of Creditors,
remedy any defect or omission, or reconcile any such inconsistencies in the Plan or in the
Confirmation Order, as such matters may be necessary to carry out the purposes, intent and effect of
this Plan.

ARTICLE XI
Retention of Jurisdiction

11.1 The Court shall retain jurisdiction of the case after the Confirmation Date for
the following purposes:

(a) to determine any and all objections in the allowance of claims and
amendments to schedules;
(b) to classify the Claim of any Creditor and to re-examine Claims which
have been allowed for purposes of voting, to determine such objections as may be filed to Claims;

(c) to determine any and all disputes arising under or in connection with
the Plan, the sale of any of the Debtor's assets, collection or recovery of any assets;

(d) to determine any and all applications for allowance of compensation

and reimbursement of expenses herein;

(e) to determine any and all pending applications for rejections of

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executory contracts and unexpired leases and the allowance of any claims resulting from the
rejection thereof or from the rejection of executory contracts or unexpired leases pursuant to the
Plan;

(f) to determine any and all applications, adversary proceedings and

contested and litigated matters pending in the case as of, or after, the Confirmation Date;

(g) to determine any and all proceedings for recovery of payments

pursuant to any Cause of Action;

(h) to modify any provision of the Plan to the full extent permitted by the
Bankruptcy Code;

(i) to correct any defect, cure any omission or reconcile any inconsistency
in the Plan or the Confirmation Order as may be necessary to carry out the purposes, intent and
effect of the Plan;

(j) to determine such other matters which may be provided for in the
Confirmation Order as may be authorized under the provisions of the Bankruptcy Code;

(k) to enforce all provisions under the Plan;

(l) to enter any order, including injunctions, necessary to enforce the

terms of the Plan, the powers of the Debtor under the Bankruptcy Code, this Plan and as the Court
may deem necessary.

ARTICLE XII
Causes of Action

12.1 Suits, Etc. Except as otherwise provided in this Plan, the Debtor
reserves the right to initiate or continue any litigation or adversary proceeding permitted under Title
11 of the United States Code and applicable Federal Rules of Bankruptcy Procedure with respect to
any Cause of Action. The Debtor has the following pending cause of action:

12.2 Powers. The Debtor shall have the right to settle, compromise, sell, assign,
terminate, release, discontinue or abandon any Cause of Action from time to time in its discretion.

ARTICLE XIII
Miscellaneous

13.1 Choice of Law. Except to the extent superseded by the Bankruptcy Code or
other federal law, the rights, duties and obligations arising under the Plan shall be governed by and
construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without
regard to the choice of law rules thereof.
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13.2 Payment of Statutory Fees. All fees payable pursuant to section 1930 of
Title 28 of the United States Code, as determined by the Court at the hearing pursuant to section
1128 of the Bankruptcy Code, will be paid on or before the Effective Date.

13.3 Effect of Confirmation Order. Except as provided in Section 1141(d) of the

Bankruptcy Code and except as otherwise provided in this Plan, the provisions of the Plan and the
Confirmation Order shall bind the Reorganized Debtor and all holders of claims or interests and will
be a judicial determination of discharge of the Debtor from all debts that arose before the
Confirmation Date and any liability on a Claim that is determined under Section 502 of the
Bankruptcy Code as if such Claim had arisen before the Confirmation Date, whether or not a proof
of claim based on any such date or liability is filed under Section 501 of the Bankruptcy Code and
whether or not a Claim based on such debt or liability is allowed under Section 502 of the
Bankruptcy Code and whether or not such holder is impaired under the Plan and whether or not such
holder has accepted the Plan, and shall terminate all rights, claims and interests of such holder,
except as provided in the Plan.

13.4 Severability. Should any provision in this Plan be determined to be

unenforceable, that determination will in no way limit or affect the enforceability and operative
effect of any provision of the Plan.

13.5 Successors and Assigns. The rights and obligations of any person named or
referred to in the Plan shall be binding upon, and shall inure to the benefit of, the successors and
assigns of that Person.

13.6 Binding Effect. The Plan will be binding upon and inure to the benefit of the
Debtor, its Creditors, the holders of Equity Interests, and their respective successors and assigns.

13.7 Withholding and Reporting Requirements. In connection with the Plan

and all instruments issued and distributions made pursuant to the Plan, the Debtor will comply with
all withholding and reporting requirements imposed by any federal, state, local or foreign taxing
authority and all distributions made pursuant to the Plan will be subject to any such withholding and
reporting requirements.

13.8 Sale of Property. The post-confirmation Sale of any Real Property by the
Debtor shall constitute a "transfer under a plan" within the purview of Section1146(c) of the
Bankruptcy Code and shall not be subject to transfer stamp or similar taxes imposed by any federal,
state or local authority including, without limitation, any tax imposed under the Pennsylvania Realty
Transfer Tax. In order to effectuate the provisions of Section 1146(c) of the Bankruptcy Code, the
Confirmation Order shall order and direct the Recorder of Deeds of Philadelphia County to promptly
record any deed for the Real Property to any third party without any transfer tax. To the extent any
sale of Real Property has been accomplished prior to the Confirmation Date, any such escrowed
taxes shall be released from escrow to the appropriate party with the sums released to the Debtor to
be paid in accordance with this Plan.
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ARTICLE XIV
Provisions for Resolving and Treating Claims

14.1 Objections. Notwithstanding the occurrence of the Confirmation Date or the

Effective Date, the Debtor may object to the allowance of any claim not previously allowed by final
order whether or not a Proof of Claim has been filed and whether or not the Claim has been filed and
whether or not the Claim has been scheduled as non-disputed, non-contingent and liquidated.

14.2 Prosecution of Objections. After the date of entry of the Confirmation

Order, only the Debtor will have authority to file objections, litigate to judgment, settle or withdraw
objections to Contested Claims.

14.3 No Distributions Pending Allowance. No payments or distributions will be

made with respect to any Contested Claim except to the extent that the Contested Claim becomes an
Allowed Claim. If only a portion of a claim is disputed (and in the absence of a basis for set off or
counterclaim), the distribution will be made on a pro rata basis on the uncontested portion of the
claim, pending resolution of the portion which is disputed.

14.4 Distributions After Allowance. Payments and distribution to each holder of

a Contested Claim, to the extent that the Contested Claim becomes an Allowed Claim, will be made
in accordance with the provisions of the Plan governing the Class of Claims to which the respective
holder belongs as soon as practicable after the date that the order or judgment of the Court allowing
the Claim becomes a Final Order.

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Germantown Settlement

By: Emanuel V. Freeman

Emmanuel V. Freeman

CIARDI CIARDI & ASTIN

By: Joseph V. Bongiorno

Albert A. Ciardi, III Esquire
Thomas D. Bielli, Esquire
Joseph V. Bongiorno, Esquire
One Commerce Square
2005 Market Street, Suite 1930
Philadelphia, PA 19103
Telephone: 215-557-3550
Facsimile: 215-557-3551

Dated: September 15, 2010 Attorneys for the Debtor